Common use of Conditions to All Letters of Credit Clause in Contracts

Conditions to All Letters of Credit. At the time of the issuance, extension or renewal of any Letter of Credit (before as well as after giving effect to such Letters of Credit and to the proposed use thereof), the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by the Company contained in the Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such issuance, extension or renewal date (except to the extent that any such representation or warranty speaks as of a specific date earlier than the Effective Date, in which case such representation or warranty shall be true and correct in all material respects as of such date); (c) since the date of the most recent audited financial statements of the Consolidated Companies described in Section 5.14 of the Credit Agreement (as incorporated herein), there shall have been no event, change or condition which has had or would reasonably be expected to have a Materially Adverse Effect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 6.07 of the Credit Agreement (as incorporated herein)); (d) there shall be no material action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of the Company, threatened seeking to prohibit or restrict any Consolidated Company's ownership or operation of any portion of its business or assets, or to compel any Consolidated Company to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies; (e) the Letters of Credit to be issued shall not contravene, violate or conflict with, or involve the Administrative Agent, the Issuer or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the Company; and (f) the Revolving Loan Commitment (as defined in the Credit Agreement) shall remain in full force and effect. Each request for the issuance or extension of a Letter of Credit shall constitute a representation and warranty by the Company, as of the date of the issuance or extension of such Letter of Credit, that the applicable conditions specified in Sections 4.01 and 4.02 have been satisfied or waived in writing.